Nokia Severance Plan
Summary Plan Description
and Plan Document January 2017
Nokia Severance Plan, 1/2017
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Nokia Severance Plan, 1/2017 Page i
Table of Contents
Introduction .........................................................................................................................1
Article 1: Purpose and History of the Plan ..........................................................................2
Article 2: Terms You Should Know .......................................................................................5
Article 3: Qualification for Plan Benefits........................................................................... 11
Article 4: Benefits Available Under The Plan ..................................................................... 14
Article 5: Claims And Appeals ............................................................................................ 20
Article 6: Your Rights Under ERISA ................................................................................... 23
Article 7: Other Information About the Plan ..................................................................... 24
Article 8: Administrative Information ............................................................................... 27
Article 9: Important Contacts ........................................................................................... 29
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Nokia Severance Plan, 1/2017 Page 1
Introduction
Nokia’s benefit programs can be an important part of your financial security. The Nokia
Severance Plan (the “Plan”) is intended to provide compensation and related benefits to
eligible employees who experience a loss of wages during a period of unemployment that
arises from an involuntary termination of employment as defined in the Plan.
This document serves as both the official plan document of the Plan and also as the Plan’s
Summary Plan Description (SPD). It sets forth the terms of the Plan as of January 1, 2017.
In this regard, although this document was adopted and published at the end of 2016, it
applies only with respect to eligible terminations of employment having a Notification Date
(as defined in this document) on or after January 1, 2017.
The Company expects to continue the Plan but reserves the right to amend, modify, or
terminate it, in whole or in part, at any time by resolution of the Company’s Board of
Directors or its duly authorized delegate(s).
This document constitutes an amendment and restatement of the
Plan and replaces all prior communications regarding the Plan.
Page 2 Nokia Severance Plan, 1/2017
Article 1: Purpose and History of the Plan
1.1. Purpose. The purpose of this, the Nokia Severance Plan (the “Plan”), is to provide
compensation and related benefits to Eligible Employees, as defined in Section 2.7,
who experience a loss of wages during a period of unemployment that arises from
an involuntary termination of employment as defined in the Plan.
The Severance Plan Administrator and Employee Benefits Committee have authority
to award severance benefits only in situations addressed under this Plan. If the Plan
makes no specific provision for awarding severance benefits in a particular situation,
then no severance benefits will be awarded.
The provisions of the Plan have been put into place to comply with the spirit and the
letter of the WARN Act, as defined in Section 2.35. Therefore, a minimum nine (9)
week Notification Period, as defined in Section 2.15, will be given regardless of
whether the provisions of the WARN Act have been triggered.
The Plan provides a combination of Salary Continuation and Outplacement Services,
as defined, respectively, in Section 4.1 and Section 4.2. In addition, the Severance
Payment, as defined in Section 4.3, is provided in consideration for an Eligible
Employee's signing and returning of the Separation Agreement and General Release,
as defined in Section 2.26.
This Plan applies to Eligible Employees of a Participating Company, as defined in
Section 2.19. Notwithstanding this fact, the Plan does not establish a legal
obligation for a Participating Company to pay any severance benefits, and each
Participating Company reserves the right to discontinue offering severance benefits
or, in the future, to provide for a lesser amount of severance benefits than set forth
in this document.
1.2 History. The Plan was originally established effective October 1, 1996 as the Lucent
Technologies, Inc. Separation Plan for Management and Lucent Business Assistant
Employees. It was thereafter amended and restated effective July 1, 1999; again
amended and restated effective February 15, 2001; again amended and restated
effective October 1, 2003; again amended and restated effective April 1, 2006;
again amended and restated effective December 1, 2007; again amended and
restated effective January 1, 2008; and again amended and restated effective
December 31, 2008, with certain amendments, intended to comply with Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”), effective as
of January 1, 2006.
Purpose and History of the Plan
Nokia Severance Plan, 1/2017 Page 3
On January 15, 2009, the Plan was again amended and restated, effective as of
January 1, 2009, (1) to reflect, for newly hired eligible employees, a new
“harmonized” plan design; (2) to preserve, notwithstanding the establishment of
such new harmonized plan terms, the “legacy Alcatel” and “legacy Lucent” benefit
schedules for grandfathered populations of employees; and (3) to rename the Plan
the “Alcatel-Lucent Severance Plan.” In connection with that amendment and
restatement, The Alcatel USA, Inc. Severance Benefits Plan (the “Alcatel Plan”), part
of The Alcatel USA, Inc. Comprehensive Welfare Benefits Plan, was terminated
effective as of December 31, 2008.
On April 28, 2009, the Plan was again amended and restated (1) effective May 1,
2009, to make certain changes to Section 3.2 regarding Dispositions or
Outsourcing; and (2) effective December 31, 2010, to eliminate the “Former Alcatel
Severance Pay Schedule” and the “Former Lucent LBA Severance Pay Schedule.” The
Plan was thereafter further amended and restated effective October 1, 2009 to
reflect the leveling in employee classifications implemented by the Company.
The Plan was thereafter amended and restated, effective as of January 1, 2011,
(1) to remove the expired Former Alcatel and Former Lucent LBA severance pay
schedules (and make certain conforming changes to reflect such removal); (2) to
include, among the circumstances making otherwise eligible employees ineligible for
benefits under the Plan, certain dispositions to customers; (3) to clarify that
students and summer interns, as well as coop students, are not considered to be
“employees” eligible for coverage under the Plan; and (4) to make certain other non-
material changes to the Plan.
The Plan was thereafter further amended and restated, effective as of January 1,
2012, (1) to remove LGS Integrated Solutions, Inc. and Radio Frequency Systems,
Inc. as participating companies; (2) to make clearer certain circumstances under
which an otherwise eligible Employee would fail to become eligible for benefits
under the Plan or forfeit benefits that have already become available under the
Plan; (3) to reflect the requirement that the Separation Agreement and General
Release be returned to the Severance Plan Administrator within such time period
and by such means of return as the Severance Plan Administrator may require; and
(4) to make certain other non-material changes to the Plan.
The Plan was thereafter further amended and restated, effective as of November 1,
2012, (1) to remove LGS Innovations LLC and LGS Innovations International Inc. as
Participating Companies; (2) to provide that otherwise Eligible Employees who,
pursuant to an arrangement or agreement, are assigned or leased by a Participating
Company to perform services for an entity that is not a Participating Company and
whose employment upon the conclusion of such arrangement or agreement is
either terminated by the Participating Company or transferred to the entity that
received the Eligible Employee’s services shall be ineligible for severance benefits
under the Plan; (3) to clarify the circumstances under which a Disposition or
Purpose and History of the Plan
Page 4 Nokia Severance Plan, 1/2017
Outsourcing will be a disqualifying event under the Plan; and (4) to make clear the
date as of which an Eligible Employee’s “Level” and years of service are determined
for purposes of determining the amount of Severance Payment due him or her
under the terms of the Plan.
The Plan was thereafter further amended and restated, effective as of October 1,
2013, (1) to clarify that a disqualifying event under Section 3.2 includes certain
instances where an eligible employee refuses to accept another position or job
assignment, regardless of whether the position or job assignment constitutes a
material diminution of duties or responsibility, or a lower level or reporting
structure; (2) to provide that an Eligible Employee may elect in writing to forego all
or a portion of an applicable Notification Period and the corresponding Salary
Continuation for such Notification Period; (3) to update the list of Participating
Companies; and (4) to revise the Statement of ERISA Rights contained in Article 8.
The Plan was thereafter further amended and restated, effective January 1, 2015,
(1) to revise the leave of absences listed in Section 2.6(b) (now Section 2.7(b)) and to
provide that eligibility for benefits under the Plan upon an attempted return from
an approved leave of absence is subject to an Employee’s reinstatement by a
Participating Company; (2) to clarify that a disqualifying event under Section 3.2(c)
includes a failure to be reinstated by a Participating Company upon an attempted
return from a leave of absence; and (3) to update the list of Participating
Companies.
The Plan is hereby further amended and restated effective January 1, 2017, (1) to
rename the Plan the “Nokia Severance Plan”; (2) to add Nokia Networks US SON LLC
and Nokia Solutions and Networks US LLC as Participating Companies; (3) to reflect a
new “harmonized” plan design for all Participating Companies; (4) to include an
express definition of the term “Cause”; (5) to narrow the disqualification for refusal
to accept a position at a new work location; (6) to define the period during which
outplacement services are available and to set forth a deadline for requesting such
services; (7) to add provisions addressing benefits payable in the event of death;
and (8) to make certain clarifying, formatting, and organizational changes.
Nokia Severance Plan, 1/2017 Page 5
Article 2: Terms You Should Know
There are several words and phrases that have specific meanings under the Plan. This
section explains those terms so you can better understand your benefits. These terms are
capitalized when they appear in this SPD.
2.1 Cause: with respect to an Eligible Employee, any of the following:
(a) breaching the terms and conditions of employment or violating obligations
to the Company, an applicable Participating Company (if different than the
Company), or the Nokia Group with respect to information and/or intellectual
property;
(b) violating the code of conduct or failing to adhere to any standard operating
procedure, policy or guideline of the Company, an applicable Participating
Company (if different than the Company), or the Nokia Group, or violating
any applicable laws;
(c) refusing or neglecting to comply with any reasonable order or direction given
by the Company, an applicable Participating Company (if different than the
Company), or the Nokia Group;
(d) being guilty of any default or incompetence or misconduct in connection
with or affecting the Eligible Employee’s employment or the business of the
Company, a Participating Company, or the Nokia Group;
(e) acting (whether or not in connection with one’s employment) in a manner
that is prejudicial to the Company, an applicable Participating Company (if
different than the Company), or the Nokia Group or in a manner that might
bring the Eligible Employee, the Company, a Participating Company, or the
Nokia Group into disrepute;
(f) being guilty of dishonesty, fraud, gross incompetence or willful neglect of
duty;
(g) being found guilty of any criminal offence (other than a minor traffic offence
that does not result in imprisonment), whether or not in connection with the
Eligible Employee’s employment; and/or
Terms You Should Know
Page 6 Nokia Severance Plan, 1/2017
(h) failing to cooperate with the Company, or Participating Company, or the
Nokia Group in any investigation, litigation or proceeding.
2.2 Code: the Internal Revenue Code of 1986, as amended, and regulations
promulgated thereunder.
2.3 Company: Alcatel-Lucent USA Inc., a Delaware corporation, and any successor
entity.
2.4 Disposition: the sale, transfer, spin-off, or other disposition to another party or a
resulting new entity (the “Purchaser”) of the stock or assets of any subsidiary,
business unit, or division of the Company or its affiliated companies or subsidiaries
(including any Participating Company). “Disposition” shall also include the unwinding
of a managed services contract or the transfer of work to the customer to which the
Company (or its affiliated companies or subsidiaries (including any Participating
Company)) was furnishing services and/or equipment (the “Customer”), or the
movement of work to the Customer’s suppliers, contractors or affiliates. For
purposes of the Plan, a “spin-off or other disposition” is intended to include, but is
not limited to, any restructuring by the Participating Company into separate non-
controlled-group (within the meaning of Section 1563 of the Code) entities
(“resulting new entity”). In the case of a spin-off, “Purchaser” shall mean the spun-
off entity.
2.5 EBC: see Employee Benefits Committee (EBC).
2.6 Effective Date: January 1, 2017. As amended and restated herein, this Plan applies
with respect to eligible terminations of employment having a Notification Date on or
after January 1, 2017.
2.7 Eligible Employee: an employee, other than an Excluded Employee, who meets the
following requirements:
(a) the employee is a regular full- or regular part-time employee in job grades 1
through 13 and is on the active payroll of a Participating Company;
(b) the employee is actively at work or has immediately returned to work and
been reinstated by a Participating Company from an approved leave of
absence.
2.8 Employee Benefits Committee (EBC): the committee appointed by the Company to
undertake certain administrative responsibilities with respect to the Plan. The EBC
serves as the final review committee for all questions relating to the administration
of the Plan. Decisions by the EBC are conclusive and binding on all parties and not
subject to further internal review. The EBC has sole and complete discretionary
authority to determine conclusively for all parties, and in accordance with the terms
of the documents or instruments governing the Plan, any and all questions arising
Terms You Should Know
Nokia Severance Plan, 1/2017 Page 7
from administration of the Plan and interpretation of all Plan provisions,
determination of all questions relating to participation in the Plan and eligibility for
Plan benefits, determination of all facts, determination of the amount payable
under and extent of other benefits provided under the Plan, and construction of all
Plan terms.
2.9 ERISA: the Employee Retirement Income Security Act of 1974, as amended, and
regulations promulgated thereunder.
2.10 Excluded Employee: any of the following: (a) an employee whose wages, hours of
work, and conditions of employment are subject to collective bargaining or a
collective bargaining agreement with a labor organization, (b) an individual who does
not receive payment for services from a Participating Company’s U.S. payroll, even if
such individual is reclassified by a court or administrative agency as a common law
employee of a Participating Company, (c) an employee who is employed by an
independent company (such as an employment agency), (d) an employee whose
services are rendered pursuant to a written agreement excluding participation in the
Company’s benefit plans, (e) an individual working in the U.S. as an International
Assignee, while on assignment, (f) an employee who is classified by the Company or
his or her Participating Company as a “Corporate Executive-level” employee (Grades
E1 through E4), (g) an employee who is a Leased Employee, (h) a temporary
employee, (i) an intern, (j) a co-op student, or (k) a trainee (other than an
International Graduate Trainee).
2.11 Extended Separation Date: the Eligible Employee’s last day worked where the
Participating Company has determined that the Eligible Employee’s services are
required beyond his or her Separation Date to assist in transitioning work or
otherwise facilitating the completion of the Eligible Employee’s duties or work.
2.12 Leased Employee: an individual as described in Section 414(n) of the Code.
2.13 Nokia Group: the Company and each entity required to be aggregated with the
Company under Sections 414(b), (c), (m) or (o) of the Code, i.e., all companies
(parents, subsidiaries, and affiliates) that are under “common control” with the
Company, plus the Company. Effectively, this means all “Nokia group” entities.
2.14 Notification Date: the day the Eligible Employee is notified of his or her termination
of employment, and the first day of the Notification Period.
2.15 Notification Period: the period beginning on the day the Eligible Employee is
notified of his or her termination of employment with the Participating Company
and ending on his or her Separation Date or Extended Separation Date (if
applicable). The Notification Period shall not be less than nine (9) weeks (except
where, pursuant to Section 4.1, the Eligible Employee elects in writing to forego all
or a portion of the Notification Period that would otherwise be applicable to the
Terms You Should Know
Page 8 Nokia Severance Plan, 1/2017
Eligible Employee). The Notification Period may exceed nine (9) weeks to the extent
deemed necessary or appropriate by the Participating Company in its sole and
absolute discretion. In the sole and absolute discretion of a Participating Company,
an Eligible Employee may be required to continue to report to work during his or her
Notification Period.
2.16 Outplacement Services: the outplacement services provided pursuant to
Section 4.2.
2.17 Outsourcing: an agreement or agreements with one or more other parties (a
“Service Provider”) for the Service Provider to provide services to or on behalf of a
Participating Company, by means or arrangements as may be contemplated by the
parties, where services had been performed, prior to the agreement or agreements,
by employees of the Participating Company.
2.18 Participant: an Eligible Employee who has become entitled to benefits under the
Plan in accordance with Article 3.
2.19 Participating Company: each of the following:
Alcatel-Lucent Investment Management Corporation
Alcatel-Lucent USA Inc.
Nokia Networks US SON LLC
Nokia Solutions and Networks US LLC.
2.20 Plan: the Nokia Severance Plan, as set forth herein and as may be amended from
time to time.
2.21 Plan Administrator: see Severance Plan Administrator.
2.22 Plan Year: the calendar year.
2.23 Regular Base Pay: the following, as applicable:
(a) in the case of an Eligible Employee on a full-time work schedule, such Eligible
Employee's annual base salary, including straight-time earnings and
excluding overtime, bonuses, incentives, commissions, premiums,
allowances, and any other discretionary or non-discretionary compensation
unless required by law;
(b) in the case of an Eligible Employee on a part-time schedule, such Eligible
Employee's annualized rate of pay based upon the number of hours that
such Eligible Employee normally works in a week, as reflected in the
Company’s or Participating Company’s HRIS system.
Terms You Should Know
Nokia Severance Plan, 1/2017 Page 9
2.24 Related Employer/Entity: an entity that is a member of the Company’s controlled
group of organizations within the meaning of sections 414(b), (c), or (m) of the
Code.
2.25 Salary Continuation: the salary continuation benefits payable during the
Notification Period pursuant to Section 4.1.
2.26 Separation Agreement and General Release: the Separation Agreement and
General Release, in such form as the Severance Plan Administrator may from time to
time require, that, as a condition of obtaining the Severance Payment under this
Plan, must be signed and returned within the time period and by such means of
return as the Severance Plan Administrator may require, without the revocation of
such signature.
2.27 Separation Date: for Eligible Employees subject to an involuntary layoff, the last day
of the Notification Period. The Separation Date is also the Eligible Employee’s last
day on payroll.
2.28 Service Date: the Eligible Employee’s date of hire, or adjusted service date.
2.29 Severance Payment: the Severance Payment payable pursuant to Sections 4.3
through 4.8.
2.30 Severance Plan Administrator: the Company. The Company may delegate its
responsibilities for the administration of the Plan to others and employ others to
carry out or render advice with respect to its responsibilities under the Plan,
including discretionary authority to interpret and construe the terms of the Plan, to
direct disbursements and to determine eligibility for Plan benefits.
2.31 SPD: see Summary Plan Description (SPD).
2.32 Summary of Material Modification (SMM): a written summary of material changes
to the terms of an employee benefit plan. SMMs typically modify information
presented in the plan’s most recently issued Summary Plan Description (SPD).
2.33 Summary Plan Description (SPD): a written summary of the material terms of an
employee benefit plan. SPDs summarize the rights, benefits, and responsibilities of
participants and beneficiaries in a plan and include information regarding the terms
of the plan, such as eligibility requirements and what benefits the plan provides, and
also regarding how those benefits may be obtained. An SPD may be modified from
time to time by a Summary of Material Modification (SMM).
2.34 Termination Date: the Eligible Employee’s first day off payroll.
Terms You Should Know
Page 10 Nokia Severance Plan, 1/2017
2.35 WARN Act: the federal plant closing law (Worker Adjustment and Retraining
Notification Act), which requires that certain employees receive notice that they will
be terminated, and/or any similar state or local law.
2.36 Week of Regular Base Pay: the Eligible Employee’s Regular Base Pay in effect on his
or her Separation Date divided by fifty-two (52).
2.37 Years of Completed Service: subject to Section 4.9, the number of whole years
commencing with the Eligible Employee’s Net Credited Service Date and continuing
until his or her Separation Date.
Nokia Severance Plan, 1/2017 Page 11
Article 3: Qualification for Plan Benefits
3.1 Qualifying Events. Subject to Section 3.2, an Eligible Employee whose employment
with the Participating Company is permanently terminated by the Participating
Company (while he or she is an Eligible Employee covered by this Plan) due to
permanent layoff, reduction in force, facility closing, reorganization, consolidation,
or economic reasons shall become a Participant in this Plan and become eligible to
receive the severance benefits described in Article 4; provided, however, that the
following individuals shall not become Participants in the Plan and shall not be
eligible to qualify to receive such severance benefits:
(a) An Eligible Employee whose employment is transferred to a Related
Employer/Entity; or
(b) An Eligible Employee who, pursuant to an arrangement or agreement, has
been assigned or leased by a Participating Company to perform services for
an entity that is not a Participating Company and whose employment upon
the conclusion of such arrangement or agreement is either terminated for
any reason by the Participating Company or transferred to the entity that
received the Eligible Employee’s services pursuant to such arrangement or
agreement.
3.2 Disqualifying Events. The provisions of Section 3.1 notwithstanding, an Eligible
Employee who might otherwise qualify for benefits under this Plan shall not become
a Participant in this Plan and shall be disqualified from receiving Plan benefits by any
one of the following events or circumstances:
(a) The Eligible Employee fails to continue satisfactorily performing assigned job
duties until the date set by the Participating Company for the Eligible
Employee's termination;
(b) The Eligible Employee is terminated for Cause, as determined in the sole and
absolute discretion of the Severance Plan Administrator or, in connection
with any appeal, by the Employee Benefits Committee;
(c) The Eligible Employee is terminated by reason of retirement, voluntary
resignation, death, permanent or temporary disability, failure to return from
a leave of absence, or failure to be reinstated by a Participating Company
upon attempting to return from a leave of absence unless any such event is
deemed, in writing, to be a "layoff" by the Participating Company;
Qualification for Plan Benefits
Page 12 Nokia Severance Plan, 1/2017
(d) The Eligible Employee refuses to accept another position, a different
assignment, or a new work location, provided that the new work location is:
(i) within fifty (50) straight-line miles of the Eligible Employee’s current
work location (unless such new work location is more than seventy
five (75) straight-line miles from the Eligible Employee’s current
residence); or
(ii) within fifty (50) straight-line miles of the Eligible Employee’s current
residence.
An Eligible Employee who refuses to accept another position, different
assignment, or new work location within the distance(s) set forth above will
be ineligible for benefits under the Plan, even if the position or assignment
constitutes a material diminution of duties or responsibility, a lower level or
reporting structure, or the Eligible Employee is otherwise dissatisfied with
the position, assignment or work location;
(e) The Severance Plan Administrator determines, in its sole and absolute
discretion, that commencing or continuing severance benefits under the Plan
would be inappropriate because of the facts and circumstances of the
Eligible Employee's termination or because of the Eligible Employee's
conduct subsequent to termination;
(f) The Eligible Employee works for a division, subdivision, plant, location, or
other identifiable group of a Participating Company that is not covered by
the Plan or a Related Entity that has not adopted the Plan as a Participating
Company and was notified of an impending involuntary termination of
employment and entitlement to different severance benefits and such
Eligible Employee is later transferred to the payroll and benefits of a
Participating Company in a position that is eligible for benefits under this
Plan prior to the date of the involuntary termination of employment (in
which case such Eligible Employee's entitlement to any severance benefits
either in connection with such transfer or upon any subsequent termination
of the Eligible Employee by the Participating Company will be determined
under the terms of the prior severance arrangement);
(g) The Eligible Employee violates any Nokia code of conduct or fails to adhere
to any standard operating procedure, policy or guideline of the Company, an
applicable Participating Company (if different from the Company) or the
Nokia Group or fails to continue to fulfill his or her obligations not to disclose
Nokia private, confidential, or proprietary information, and/or fails to return
any Nokia asset(s) to Nokia;
Qualification for Plan Benefits
Nokia Severance Plan, 1/2017 Page 13
(h) The Eligible Employee engaged in conduct, or failed to engage in conduct,
that, on its own, had such conduct or such failure been known to the
Company or affiliated company at the time such conduct or failure occurred,
would have resulted in the Eligible Employee’s being terminated for Cause;
(i) In connection with, as a result of, or in anticipation of a Disposition to a
Purchaser or Customer, or Outsourcing to a Service Provider, the Eligible
Employee is hired (i) as an employee with the Purchaser, Customer or Service
Provider in any part of its business, or (ii) as a consultant, independent
contractor or in any other capacity, full or part-time for a Purchaser,
Customer or Service Provider in any part of its business at any time within
the ninety (90) day period immediately following the Employee’s termination
of employment with a Participating Company, then the Employee will cease
receiving the benefits described in the Plan effective as of the date of such
hiring; or
(j) In connection with, as a result of, or in anticipation of a Disposition to a
Purchaser or Customer, or Outsourcing to a Service Provider, the Eligible
Employee either fails to apply for, or is offered, by means of a written or oral
offer, (i) employment with a Purchaser, Customer or Service Provider, or (ii)
the opportunity to provide consulting service to, or otherwise render service
as an employee, independent contractor, consultant, or in any other
capacity, to a Purchaser, Customer or Service Provider, in any part of its
business, at any time within twelve (12) months prior to his or her
Termination Date.
3.3 Notification Regarding Plan Eligibility. The Severance Plan Administrator will notify
Eligible Employees when and if they become eligible for severance benefits under
this Plan.
Page 14 Nokia Severance Plan, 1/2017
Article 4: Benefits Available Under the Plan
4.1 Salary Continuation. An Eligible Employee who qualifies for severance benefits
under this Plan shall be entitled to continue to receive his or her Regular Base Pay,
as in effect on his or her Notification Date, during the Notification Period. The
payment of such Regular Base Pay is referred to herein as Salary Continuation. All
regular deductions, contributions, and tax withholding will continue to apply to the
Salary Continuation payments, unless otherwise noted. Notwithstanding the
foregoing, the Severance Plan Administrator reserves the right to accelerate an
Eligible Employee’s Salary Continuation payments if (i) the Eligible Employee is not
required to report to work during the Notification Period, and (ii) the Notification
Period straddles two calendar years. If the Severance Plan Administrator determines
so to accelerate such an Eligible Employee’s Salary Continuation payments, the
Salary Continuation not yet paid to such Eligible Employee for the remaining portion
of the Notification Period shall be accelerated and paid in a lump-sum on or before
March 15th of the second calendar year that contains the Notification Period, less
any and all regular deductions, contributions or tax withholding.
An Eligible Employee may elect in writing to waive all or a portion of an applicable
Notification Period and the corresponding Salary Continuation applicable to the
portion of the Notification Period that is waived. An Eligible Employee is not
permitted to waive all or a portion of an applicable Notification Period without also
waiving the corresponding Salary Continuation. If an Eligible Employee elects in
writing to waive an applicable Notification Period and the corresponding Salary
Continuation applicable to such Notification Period, then the effective date of such
written election waiver, as determined by the Severance Plan Administrator and in
accordance with administrative procedures, shall also serve as the Eligible
Employee’s Separation Date.
4.2 Outplacement Services. An Eligible Employee who qualifies for severance benefits
under this Plan shall also be entitled to receive, for a period not to exceed the
period described below, outplacement services to the extent provided by the
Participating Company:
(a) for an Eligible Employee classified as a “Level 500” employee (Grade 12 or
13) or as a “Level 400” employee (Grade 11) on his or her Notification Date—
six (6) months of services;
(b) for any other Eligible Employee—three (3) months of services.
Benefits Available Under the Plan
Nokia Severance Plan, 1/2017 Page 15
To receive outplacement services, the Eligible Employee must initiate such services
on or before the last business day of the second calendar month immediately
following the calendar month in which the Eligible Employee’s Termination Date
occurs. (Example: Termination Date occurs on May 12th; outplacement services
must be initiated on or before the last business day in July.)
The determination of the classification within which the Eligible Employee's position
falls for purposes of determining the period of outplacement services for which the
Eligible Employee is entitled under this Section 4.2 shall be determined by the
Severance Plan Administrator or, in connection with any appeal, the Employee
Benefits Committee, pursuant to the Company’s or the applicable Participating
Company’s job classification system.
4.3 Severance Payment. In addition to the Salary Continuation payments described in
Section 4.1 above and the Outplacement Services described in Section 4.2 above,
an Eligible Employee who qualifies for severance benefits under this Plan and who
signs and returns the Separation Agreement and General Release within the time
period and by such means of return as the Severance Plan Administrator may
require, without revoking his or her signature during the seven (7) calendar day
revocation period (fifteen (15) calendar days if the Eligible Employee resides in
Minnesota), shall receive a Severance Payment determined as follows:
(a) for an Eligible Employee classified as a “Level 500” employee (Grade 12 or
13) on his or her Notification Date, an amount equal to twenty-five (25)
Weeks of Regular Base Pay;
(b) for an Eligible Employee classified as a “Level 400” employee (Grade 11) on
his or her Notification Date, an amount equal to the greater of (A) thirteen
(13) Weeks of Regular Base Pay, or (B) the amount determined under Table A
below;
(c) for any other Eligible Employee, the amount determined under Table A
below.
Benefits Available Under the Plan
Page 16 Nokia Severance Plan, 1/2017
Table A
Number of Years
of Completed Service
as of the Last Day of
the Relevant
Notification Period
Number of Weeks
of Severance Pay
0 to 5 5
6 7
7 9
8 11
9 13
10 15
11 17
12 19
13 21
14 23
15+ 25
The determination of the classification within which the Eligible Employee's position
falls for purposes of determining his or her Severance Payment under this
Section 4.3 shall be determined by the Severance Plan Administrator or, in
connection with any appeal, the Employee Benefits Committee, pursuant to the
Company’s or the applicable Participating Company’s job classification system.
4.4 Form of Severance Payment. Except to the extent required by Section 4.10, the
Severance Payment under this Plan will be paid in the form of a lump-sum cash
payment.
No Severance Payment, nor any portion thereof, may be contributed to the Nokia
Savings/401(k) Plan or to any other a cash or deferred arrangement within the
meaning of section 401(k) of the Code.
4.5 Timing of Severance Payment. If an Eligible Employee has executed and returned
the Separation Agreement and General Release within the time period and by such
means of return as the Severance Plan Administrator may require, and provided
further that the Eligible Employee has not revoked his or her signature within seven
(7) calendar days (fifteen (15) calendar days if the Eligible Employee resides in
Minnesota) of his or her execution of such Separation Agreement and General
Release, and except to the extent permitted by Section 3.2(h) or required by
Section 4.10, the Participating Company will mail or electronically transfer to the
Eligible Employee his or her Severance Payment within thirty (30) calendar days after
the end of the period within which the Eligible Employee may revoke the Separation
Benefits Available Under the Plan
Nokia Severance Plan, 1/2017 Page 17
Agreement and General Release or as soon as administratively practicable
thereafter. Notwithstanding the foregoing, in the event that the Severance Plan
Administrator accelerates an Eligible Employee’s Salary Continuation payments in
accordance with Section 4.1 above, the Eligible Employee shall be paid his or her
Severance Payment, determined in accordance with Section 4.3 above, in a lump
sum on the same date that the accelerated, lump sum, Salary Continuation payment
is made, provided that the Eligible Employee has executed and returned the
Separation Agreement and General Release within the time period and by such
means of return as the Severance Plan Administrator may require and provided
further that the Eligible Employee has not revoked his or her signature within seven
(7) calendar days (fifteen (15) calendar days if the Eligible Employee resides in
Minnesota) of his or her execution of such Separation Agreement and General
Release, except to the extent required by Section 4.10.
4.6 Withholding. The Participating Company will have the right to take such action as it
deems necessary or appropriate to satisfy any requirement under federal, state, or
other law to withhold or to make deductions from any benefit payable under this
Plan.
4.7 Deductions from Severance Payment. The following items are automatically
deducted from the Severance Payment: (i) federal, state, and local income and
payroll taxes, (ii) any other deductions, garnishments, or withholdings required by
law, and (iii) any amounts owed to the Participating Company.
4.8 Integration With Other Compensation, Benefits or Notice Requirements. The
benefits provided under this Plan are the maximum benefits that a Participating
Company will pay for a severance from employment described in Section 3.1. These
benefits will be reduced by any amounts that the Participating Company is required
to pay the Eligible Employee under: (i) a federal, state, or local law relating to
involuntary terminations or plant closings, or (ii) any contractual obligations by the
Participating Company to pay severance benefits to the Eligible Employee.
If an Eligible Employee covered by this Plan is also entitled to a notice because of
the WARN Act, then the combined amount of Salary Continuation and the Severance
Payment will be counted toward amounts required under the WARN Act.
Nothing in this Section 4.8 or any other section of this Plan shall be used to reduce
benefits under this Plan because of payments under state unemployment insurance
laws, except where required by those laws.
4.9 Reemployment of Eligible Employee. Rehired employees who previously received a
Severance Payment under the Plan, or who receive any severance-type payment (or
payments) in connection with a prior separation from employment with the
Company or any affiliated company, or who received a supplemental pension
benefit under the pension plan maintained by the Company pursuant to a previous
Benefits Available Under the Plan
Page 18 Nokia Severance Plan, 1/2017
involuntary termination by a Participating Company, are eligible, upon experiencing
a subsequent severance from employment as described in Section 3.1 above, to
receive a benefit calculated using their service since their date of rehire, not their
original Service Date.
4.10 Delayed Payments Under Section 409A of the Code. Notwithstanding any provision
in the Plan to the contrary:
(a) any Salary Continuation and/or Severance Payment made from the date of
termination of the Eligible Employee's employment through March 15th of
the calendar year following the calendar year in which such termination of
employment occurs, are/is intended to constitute a separate payment(s) for
purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus
payable pursuant to the "short-term deferral" rule set forth in Section
1.409A-1(b)(4) of the Treasury Regulations; to the extent that such
payment(s) is/are made following said March 15th, they are intended to
constitute separate payments for purposes of Section 1.409A-2(b)(2) of the
Treasury Regulations made upon an involuntary separation from service and
payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations,
to the maximum extent permitted by said provision, with any excess amount
being regarded as subject to the distribution requirements of Section
409A(a)(2)(A) of the Code, including, without limitation, the requirement of
Section 409A(a)(2)(B)(i) of the Code providing that payment to the Eligible
Employee be delayed until the first day of the seventh (7th) month after the
Eligible Employee's separation from service if the Eligible Employee is a
"specified employee" within the meaning of the aforesaid section of the
Code at the time of such separation from service; and
(b) if the period during which the Employee has discretion to execute or revoke
the Separation Agreement and General Release straddles two tax years of
the Employee, then the Participating Company shall make the payment(s) to
which the Employee is entitled under the Plan starting on the first payroll
period of the second of such tax years, regardless of the tax year in which
the Employee actually delivers to the Participating Company, and does not
revoke, his or her executed Separation Agreement and General Release.
Any such delayed payment(s) shall be paid without interest.
4.11 Payment Terms In The Event Of Death. If an Eligible Employee should die on or
before his or her Separation Date, or before the Separation Agreement and General
Release is signed and returned, then no payments will be made nor shall any
benefits be provided under this Plan. If an Eligible Employee should die after his or
her Separation Date and after the Participant signs and returns the Separation
Agreement and General Release, but before payment is made, the deceased Eligible
Employee’s Severance Payment will be made to the deceased Eligible Employee’s
Benefits Available Under the Plan
Nokia Severance Plan, 1/2017 Page 19
estate as soon as practicable after the Severance Plan Administrator is advised of
the Eligible Employee’s death. No other benefits shall be available or provided under
this Plan.
Page 20 Nokia Severance Plan, 1/2017
Article 5: Claims and Appeals
The Plan maintains claims and appeals procedures designed to afford you a fair and timely
review of any claim you might have relating to the Plan. Generally, you are legally required
to pursue all your claim and appeal rights on a timely basis before seeking any other legal
recourse, including litigation.
5.1 How to File a Claim
You, and any individual duly authorized by you, have the right to file a claim for
benefits due under the terms of the Plan, to enforce your rights under the terms of
the Plan, or to clarify your rights to future benefits under the terms of the Plan.
All claims must be in writing. Include with your claim pertinent and supporting
documents. Send your claim to the Severance Plan Administrator (see “Important
Contacts”).
All claims must be delivered to the Severance Plan Administrator
within one year of the date on which the claim arises.
You will receive a written notice of the Severance Plan Administrator’s decision
within 90 days after the Severance Plan Administrator receives your claim. If the
Severance Plan Administrator needs more than 90 days to make a decision, the
Severance Plan Administrator will notify you in writing within the initial 90-day
period and explain why more time is required. An additional 90 days (for a total of
180 days) may be taken if the Severance Plan Administrator sends this notice. The
extension notice will show the date by which the Severance Plan Administrator’s
decision will be sent.
If your claim is denied, in whole or in part, the notice advising you of the Severance
Plan Administrator’s decision will include the specific reason(s) for the decision,
reference to the Plan provisions on which the decision is based, a description of any
additional information necessary to perfect the claim, and a description of the
Plan’s review procedures (along with a statement of your rights under Section
502(a) of ERISA to bring a civil action after a denial of an appeal).
Claims and Appeals
Nokia Severance Plan, 1/2017 Page 21
5.2 How to File an Appeal
If your claim is denied, in whole or in part, an appeal process is available to you. You
or your authorized representative may appeal the denial within 60 days after the
denial is received. All appeals must be in writing. Send your appeal to the Employee
Benefits Committee (see “Important Contacts” later in this SPD).
All appeals must be delivered to the Employee Benefits
Committee within sixty (60) days of the date on which you
receive notice of the Severance Plan Administrator’s decision.
If you or your representative submits a written request for review of a denied claim,
you or your representative have the right to:
Review pertinent Plan documents relevant to your claim, which you
can obtain free of charge, and
Send to the Employee Benefits Committee a written statement of
the issues and any other documents in support of the claim for
benefits or other matter under review.
The Employee Benefits Committee will conduct a review and make a final decision
within 60 days after receipt of a written request for review. If special circumstances
cause the Employee Benefits Committee to need additional time to make a decision,
a representative of the Committee will notify you in writing within the initial 60-day
review period and explain why such additional time is needed. An additional 60
days—for a total of 120 days—may be taken if the Employee Benefits Committee
sends this notice.
You will receive a written notice of the Employee Benefit Committee’s decision. If
your claim is denied, in whole or in part, the notice advising you of the Employee
Benefit Committee’s decision will include the specific reasons for the decision,
reference to specific Plan provisions on which the decision was based, a statement
that you are entitled to receive upon request and free of charge copies of all
documents and information relevant to your claim, and a statement of your rights
to bring a civil action under Section 502(a) of ERISA.
If the Employee Benefits Committee does not respond to your claim within 60 days
(or 120 days if the notice described above has been given), you will be considered to
have exhausted your administrative remedies under the Plan and will be entitled to
pursue a remedy under Section 502(a) of ERISA.
Claims and Appeals
Page 22 Nokia Severance Plan, 1/2017
The Employee Benefits Committee serves as the final review committee under the
Plan. Decisions by the Employee Benefits Committee are conclusive and binding on
all parties and not subject to further internal review. The Committee has sole and
complete discretionary authority to determine conclusively for all parties, and in
accordance with the terms of the documents or instruments governing the Plan, any
and all questions arising from administration of the Plan and interpretation of all
Plan provisions, determination of all questions relating to participation of Eligible
Employees and eligibility for benefits, determination of all facts, the amount and
type of benefits payable to any participant, and construction of all terms of the
Plan.
5.3 Payment of Benefits Following Successful Claim or Appeal
If the Severance Plan Administrator or the Employee Benefits Committee
determines that a claimant is entitled to a benefit hereunder, payment of such
benefit will be made in accordance with the terms of the Plan, as soon as
administratively practicable after the date the Severance Plan Administrator or
Employee Benefits Committee determines that such claimant is entitled to such
benefit.
Payment(s) shall be paid without interest.
Nokia Severance Plan, 1/2017 Page 23
Article 6: Your Rights Under ERISA
As a Participant in the Plan, you are entitled to certain rights and protections under ERISA,
as described below.
6.1 Your Right to Receive Information About the Plan and About Your Benefits Under
the Plan
Under ERISA, all Plan Participants have the right:
To examine, without charge, at the Severance Plan Administrator’s office and
at other specified locations such as worksites, all documents governing the
Plan and a copy of the latest Annual Return/Report (the Form 5500) filed by
the Severance Plan Administrator with the U.S. Department of Labor. The
Plan’s Annual Return/Report (Form 5500) is also available at the Public
Disclosure Room, Employee Benefits Security Administration, U.S.
Department of Labor, 200 Constitution Avenue N.W., Washington, D.C.
To obtain, upon written request to the Severance Plan Administrator, copies
of all documents governing the operation of the Plan and copies of the latest
Annual Return/Report (Form 5500) and updated Summary Plan Description.
6.2 Your Right to Prudent Actions by the Plan’s Fiduciaries
In addition to creating rights for Plan Participants, ERISA imposes duties upon the
people who are responsible for the operation of the Plan. The people who operate
the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the
interest of you and other Participants. No one, including the Company or any other
person, may fire you or otherwise discriminate against you in any way to prevent
you from obtaining a pension benefit or exercising your rights under ERISA.
6.3 Enforcing Your Rights
If your claim for a benefit under the Plan is denied or ignored, in whole or in part,
you have a right to know the reasons for the denial, to obtain copies of documents
relating to the decision without charge, and to appeal any denial, all within certain
time limits.
Under ERISA, there are steps you can take to enforce the above rights. For example,
if you request a copy of Plan documents or the latest Annual Return/Report (Form
5500) from the Severance Plan Administrator and do not receive them within 30
Your Rights Under ERISA
Page 24 Nokia Severance Plan, 1/2017
days, you may file suit in a Federal court. In such a case, the court may require the
Severance Plan Administrator to provide the materials to you and also to pay you up
to $110 a day until you receive the materials (unless the materials were not sent
because of reasons beyond the control of the Severance Plan Administrator). If you
have a claim for benefits that is denied or ignored, in whole or in part, you may file
suit in a state or Federal court. In addition, if you disagree with the Plan’s decision or
lack thereof concerning the qualified status of a domestic relations order, you may
file suit in Federal court. If it should happen that the Plan’s fiduciaries misuse the
money belonging to the Plan, or if you are discriminated against for asserting your
rights, you may seek assistance from the U.S. Department of Labor, or you may file
suit in a Federal court.
The court will decide who should pay court costs and legal fees. If you are
successful, the court may order the person you have sued to pay these costs and
fees. If you lose, the court may order you to pay these costs and fees, for example,
if it finds your claim is frivolous.
6.4 Assistance with Your Questions
If you have any questions about the Plan, you should contact the Severance Plan
Administrator. If you have any questions about this statement of your ERISA rights
or about your rights under ERISA, or if you need assistance in obtaining documents
from the Severance Plan Administrator, you should contact the nearest office of the
Employee Benefits Security Administration, U.S. Department of Labor, listed in your
telephone directory, or the Division of Technical Assistance and Inquiries, Employee
Benefits Security Administration, U.S. Department of Labor, 200 Constitution
Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications
about your rights and responsibilities under ERISA by going to www.dol.gov/EBSA or
calling the publications hotline of the Employee Benefits Security Administration at
(866) 444-EBSA (3272).
Nokia Severance Plan, 1/2017 Page 25
Article 7: Other Information About the Plan
7.1 This Document, Which is the Official Plan Document, is Controlling
This document serves as both the official plan document of the Plan and also as the
Plan’s Summary Plan Description (SPD).
Because of the many detailed provisions of the Plan, no one other than the
personnel or entities identified is this document (see “Important Contacts” at the
end of this SPD) is authorized to advise you concerning the terms of the Plan.
Questions regarding your benefits or the Plan should be addressed as indicated in
this SPD. Neither the Company, any Participating Company, nor the Plan is bound by
statements made by unauthorized persons or entities. Moreover, in the event of a
conflict between any information provided to you by an authorized resource and
this document, this document will control.
7.2 The Company Has the Right to Modify, Suspend, or Terminate the Plan
The Company expects to continue the Plan but reserves the right to amend, modify,
or terminate it, in whole or in part, at any time by resolution of the Company’s
Board of Directors or its duly authorized delegate(s). Benefits provided under the
Plan are not vested benefits. In the event that the Plan is terminated, then, on or
after the termination date, no obligation to provide Plan benefits will exist.
7.3 The Plan is Not a Contract of Employment
Neither the Plan nor this document constitutes a contract of employment. Neither
the Plan nor this document is intended to create, and neither shall be construed to
create, any contractual employment rights, either express or implied, between you
and Nokia, the Company, or any other Participating Company. The employment
relationship between each Participating Company and the employees covered by
the Plan is "at-will." This means that employees have the right to quit their
employment at any time and for any reason, and each Participating Company has
the right to terminate any of its respective employee’s employment, with or without
cause, at any time for any reason.
Other Information About the Plan
Page 26 Nokia Severance Plan, 1/2017
7.4 Plan Rights and Benefits Are Not Assignable
An Eligible Employee’s rights under the Plan are personal, and the Eligible Employee
may not assign or transfer any of those rights or any benefits due him or her under
the Plan to any other person or entity.
7.5 New Jersey Law Applies, to the Extent Not Preempted by Federal Law
The Plan shall be construed, administered, and governed according to the laws
of the State of New Jersey (determined without regard to conflicts of law
provisions), except to the extent preempted by federal law, which shall in that
case control.
Nokia Severance Plan, 1/2017 Page 27
Article 8: Administrative Information
Plan Name The official name of the Plan is the Nokia Severance Plan. (Prior
to January 1, 2017, the official name of the Plan was the
Alcatel-Lucent Severance Plan.)
Plan Sponsor Name and
Address
The Plan Sponsor is Alcatel-Lucent USA Inc. (doing business as
Nokia). The address of the Plan Sponsor is:
Nokia
Room 6D-401A
600-700 Mountain Avenue
Murray Hill, NJ 07974 USA
Severance Plan
Administrator Name and
Address
The Plan is administered by Alcatel-Lucent USA Inc. (doing
business as Nokia). The address of the Severance Plan
Administrator is:
Nokia
Room 6C-402F
600-700 Mountain Avenue
Murray Hill, NJ 07974 USA
Type of Administration The Plan is administered by the Plan Sponsor. There is no
external (third-party) administrator.
Type of Plan The Plan is considered an “employee welfare benefit plan”
under ERISA.
Plan Records and Plan Year The Plan and all its records are maintained on a calendar year
basis, beginning on January 1 and ending on December 31 of
each year.
Agent for Service of Legal
Process
The Nokia Legal & Compliance organization is the agent for
service of legal process. Service of legal papers, including
service of subpoenas, may be served directly to:
Nokia Legal & Compliance Organization
Room 3A-206
600-700 Mountain Avenue
Murray Hill, NJ 07974 USA
Administrative Information
Page 28 Nokia Severance Plan, 1/2017
Employer Identification
Number
The Employer Identification Number assigned by the IRS to this
Plan is 22-3408857.
Plan Number The Plan Number assigned by the Plan Sponsor to the Plan is
529.
Plan Trustee N/A. The Plan is an unfunded welfare benefit plan. Plan benefits
are paid from the general assets of the Company or
Participating Company.
Nokia Severance Plan, 1/2017 Page 29
Article 9: Important Contacts
Here is a list of important contacts for the Plan:
Contact/Service Provided Address
Nokia Employee Benefits Committee—
Serves as final review committee for Plan
benefit appeals.
Employee Benefits Committee
Nokia
600-700 Mountain Avenue
Room 6C-402F
Murray Hill, NJ 07974 USA
Nokia Legal & Compliance Organization—
Authorized agent for service of process of
all legal papers for the Plan, the Severance
Plan Administrator, and the Nokia Employee
Benefits Committee. Also authorized agent
for service of subpoenas.
Legal & Compliance Organization
Nokia
600-700 Mountain Avenue
Room 3A-206
Murray Hill, NJ 07974 USA
Nokia Severance Plan Administrator—
Administers the Plan; adjudicates claims for
benefits; responsible for certain disclosure
to Participants regarding the Plan.
Severance Plan Administrator
Nokia
600-700 Mountain Avenue
Room 6C-402F
Murray Hill, NJ 07974 USA
© Nokia 2016. All rights reserved.
About Nokia
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